Corporate Governance

Responsible governance & monitoring of the Company

We are committed to creating sustainable value and positioning our Company in the best possible manner to meet the needs of all stakeholders. For this purpose, we rely on responsible corporate management governed by established criteria. It constitutes the basis of our decision-making and control processes.

Relevant statutory provisions as well as our internal regulations constitute the basis for the organization of governance and control at K+S. These include, for example, stock corporation, co-determination and capital market law, the Articles of Association and bylaws of our Supervisory Board and Board of Executive Directors as well as the German Corporate Governance Code.

Please refer to www.corporate-governance-code.de/en for the complete text of the German Corporate Governance Code. The declaration of conformity of K+S Aktiengesellschaft can be found further down this page.

Beyond the legal obligations, we have defined fundamental values and principles governing our conduct and decisions, while at the same time providing orientation for our entrepreneurial activities.

The executive bodies of K+S Aktiengesellschaft

Statutes & Shareholdings

Remuneration

The main features of the remuneration systems for the Board of Executive Directors and the Supervisory Board, including the specific structure of the individual components are explained in the remuneration report.

Compliance

Business ethics, human rights, anti-corruption ► Principles and objectives of our compliance management system

Risk & Opportunity Management

Auditor of the annual accounts

Declaration of Compliance pursuant to §161 of the German Stock Corporation Act (AktG)

K+S Aktiengesellschaft, Kassel
Securities identification number (WKN): KSAG88; ISIN: DE000KSAG888

Declaration of Compliance December 2022

"For the period from the issuance of the last Declaration of Compliance on March 9, 2022, to June 26, 2022, the following declaration refers to the recommendations of the German Corporate Governance Code as amended on December 16, 2019, and published in the Federal Gazette on March 20, 2020 ("Code 2020"). For the period from June 27, 2022, the declaration refers to the recommendations of the Code as amended on April 28, 2022, which was published in the Federal Gazette on June 27, 2022 ("Code 2022").

The Board of Executive Directors and the Supervisory Board of K+S Aktiengesellschaft declare pursuant to Section 161 of the German Stock Corporation Act that all recommendations of the "Government Commission on the German Corporate Governance Code" have been complied with and will be complied with in the future, except for the following recommendations:

Recommendation G.10 sentences 1 and 2 Code 2022 (= G.10 sentences 1 and 2 of the Code 2020) - granting of variable remuneration amounts largely invested in shares and access to granted long-term variable remuneration components

The variable remuneration components have not been and will not be granted to the members of the Board of Executive Directors on a share-based basis and the members of the Board of Executive Directors have not been and will not be obliged to invest the variable remuneration components predominantly in shares of the Company, therefore the Company has so far deviated and will continue to deviate from recommendation G.10 sentence 1 of the Code 2022 (= G.10 sentence 1 of the Code 2020). The Supervisory Board has, however, resolved with effect from January 1, 2023, to adjust the remuneration system to the effect that the members of the Board of Executive Directors are obliged to acquire shares to the value of a 100% short term incentive within three years with a holding period of two years after leaving the Company. The Board of Executive Directors and the Supervisory Board do not consider it appropriate to stipulate how the members of the Board of Executive Directors are to invest the variable remuneration components they have earned. Private asset management by the members of the Board of Executive Directors should not be interfered with wherever possible. Furthermore, the management bodies do not consider it appropriate to pay out the variable remuneration components, which are in any case earned over the long term, only after a period of four years has elapsed.

Recommendation G.12 Code 2022 (= G.12 of the Code 2020) - Payment of open variable remuneration components

In the event of termination of a Board of Executive Directors service agreement, we consider it necessary to be able to decide on a case-by-case basis on the modalities of payment of outstanding variable remuneration components, irrespective of the originally agreed due dates. On leaving the Company, a member of the Board of Executive Directors is no longer responsible for the success or failure of the operating business.

Recommendation G.13 sentence 2 Code 2022 (= G.13 sentence 2 of the Code 2020) - Crediting of a severance payment against the waiting allowance

We also consider it advisable to decide on the amount of a severance payment and waiting allowance depending on the individual case and taking into account the respective contractual provisions.

Recommendation G.13 sentence 1 Code 2022 (= G.13 sentence 1 of the Code 2020) - Payments in the event of early termination of service on the Board of Executive Directors

On February 22, 2022, the Company and the former Chief Financial Officer Mr. Boeckers entered into a termination agreement providing for the payment of the outstanding remuneration claims under the previously existing service agreement. The sum of the remuneration payments granted to Mr. Boeckers hereunder exceeds the remuneration cap of two years' remuneration specified in recommendation G.13 sentence 1 Code 2022 (= G.13 sentence 1 of the Code 2020). Although the Supervisory Board is careful not to agree on payments exceeding the remuneration cap, it was unable to avoid this in the case of Mr. Boeckers due to the long remaining term of his service agreement. For the future, the management bodies also intend to comply with this Code recommendation.

Kassel, in December 2022“

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

Previous Declarations of Compliance

March 2022

“We declare that since the last Declaration of Compliance of December 1, 2021, the recommendations of the Government Commission on the German Corporate Governance Code as amended on December 16, 2019, published by the Federal Ministry of Justice in the official section of the Federal Gazette have been complied with, with the following exceptions:

Recommendation G.10 sentences 1 and 2 – granting of long-term variable remuneration amounts largely invested in shares and access to granted long-term variable remuneration components
Recommendation G.12 – disbursement of any remaining variable remuneration components
Recommendation G.13 sentence 2 – taking severance payments into account in the calculation of any compensation payments

As of January 1, 2018, the Supervisory Board introduced a new Board of Executive Directors compensation system in conjunction with a change in the long-term incentive programs. Since we believe that long-term incentive programs require a certain duration and stability, there are no plans to fundamentally change the long-term incentive program in force since January 1, 2018, when the new recommendations of the Code of December 16, 2019 come into force. However, in view of the relevance and importance of this issue, we have shifted the focus of variable compensation to sustainability targets with effect from January 1, 2020. We also consider it necessary to be able to decide on the modalities of payment of outstanding variable compensation components on a case-by-case basis in the event of termination of a Board of Executive Directors contract, irrespective of the originally agreed due dates. Upon resignation, a member of the Board of Executive Directors is no longer responsible for the success or failure of the operating business. We also consider it necessary to decide on the amount of a severance payment and compensation payment depending on the individual case and in compliance with the respective contractual provisions.

The recommendations of the German Corporate Governance Code are currently complied with and will continue to be complied with in the future, with the above-mentioned and additionally the following exception:

Recommendation G.13 sentence 1 - payments due to early termination of service on the Board of Executive Directors

Following intensive discussions, the Supervisory Board and Mr. Boeckers have come to the joint conclusion that a continuation of his service as Chief Financial Officer is neither in the interest of the Company nor in the interest of Mr. Boeckers. Therefore, at the initiative of the Company, the parties have entered into a termination agreement which provides for the payment of the outstanding remuneration claims under the previously existing service agreement. The severance payment therefore exceeds the severance cap of 2 years' remuneration specified in recommendation G.13 sentence 1.

Kassel, March 9, 2022“

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2021

“We declare that since the last Declaration of Compliance of May 10, 2021, the recommendations of the Government Commission on the German Corporate Governance Code as amended on December 16, 2019, published by the Federal Ministry of Justice in the official section of the Federal Gazette have been complied with and will be complied with in 2022, with the following exceptions:

Recommendation G.10 sentences 1 and 2 – granting of long-term variable remuneration amounts largely invested in shares and access to granted long-term variable remuneration components
Recommendation G.12 – disbursement of any remaining variable remuneration components
Recommendation G.13 sentence 2 – taking severance payments into account in the calculation of any compensation payments

As of January 1, 2018, the Supervisory Board introduced a new Board of Executive Directors compensation system in conjunction with a change in the long-term incentive programs. Since we believe that long-term incentive programs require a certain duration and stability, there are no plans to fundamentally change the long-term incentive program in force since January 1, 2018, when the new recommendations of the Code of December 16, 2019 come into force. However, in view of the relevance and importance of this issue, we have shifted the focus of variable compensation to sustainability targets with effect from January 1, 2020. We also consider it necessary to be able to decide on the modalities of payment of outstanding variable compensation components on a case-by-case basis in the event of termination of a Board of Executive Directors contract, irrespective of the originally agreed due dates. Upon resignation, a member of the Board of Executive Directors is no longer responsible for the success or failure of the operating business. We also consider it necessary to decide on the amount of a severance payment and compensation payment depending on the individual case and in compliance with the respective contractual provisions.

Kassel, December 2021“

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

May 2021

“We declare that since the last Declaration of Compliance of December 8 and 9, 2020, the recommendations of the Government Commission on the German Corporate Governance Code as amended on December 16, 2019, published by the Federal Ministry of Justice in the official section of the Federal Gazette have been complied with, with the following exceptions:

Recommendation G.10 sentences 1 and 2 – granting of long-term variable remuneration amounts largely invested in shares and access to granted long-term variable remuneration components
Recommendation G.12 – disbursement of any remaining variable remuneration components
Recommendation G.13 sentence 2 – taking severance payments into account in the calculation of any compensation payments

As of January 1, 2018, the Supervisory Board introduced a new Board of Executive Directors compensation system in conjunction with a change in the long-term incentive programs. Since we believe that long-term incentive programs require a certain duration and stability, there are no plans to fundamentally change the long-term incentive program in force since January 1, 2018, when the new recommendations of the Code of December 16, 2019 come into force. However, in view of the relevance and importance of this issue, we have shifted the focus of variable compensation to sustainability targets with effect from January 1, 2020. We also consider it necessary to be able to decide on the modalities of payment of outstanding variable compensation components on a case-by-case basis in the event of termination of a Board of Executive Directors contract, irrespective of the originally agreed due dates. Upon resignation, a member of the Board of Executive Directors is no longer responsible for the success or failure of the operating business. We also consider it necessary to decide on the amount of a severance payment and compensation payment depending on the individual case and in compliance with the respective contractual provisions.

The recommendations of the German Corporate Governance Code are currently complied with and will continue to be complied with in the future, with the above-mentioned and additionally the following exception:

Recommendation G.8 – subsequent changes to the target values or comparison parameters

As part of the sale of the Operating Unit Americas, Long-Term Incentive I was partially adjusted. With regard to the Lost Time Incident Rate (accidents at work in relation to hours worked), the accidents at work of the Operating Unit Americas were deducted and the baseline and target values adjusted.

Kassel, May 10, 2021“

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2020

“We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette were complied with in 2020 and will complied with in 2021 as follows:

in the period from January 1, 2020 to March 20, 2020 in the version of February 7, 2017, in its entirety

and

from March 20, 2020 as amended on December 16, 2019 with the exception of recommendations G.10 sentences 1 and 2 (granting of long-term variable remuneration amounts largely invested in shares and acces to granted long-term variable remuneration components), G.12 (disbursement of any remaining variable remuneration components) and G.13 sentence 2 (taking severance payments into account in the calculation of any compensation payments).

As of January 1, 2018, the Supervisory Board introduced a new Board of Executive Directors compensation system in conjunction with a change in the long-term incentive programs. Since we believe that long-term incentive programs require a certain duration and stability, there are no plans to fundamentally change the long-term incentive program in force since January 1, 2018, when the new recommendations of the Code of December 16, 2019 come into force. However, in view of the relevance and importance of this issue, we have shifted the focus of variable compensation to sustainability targets with effect from January 1, 2020. We also consider it necessary to be able to decide on the modalities of payment of outstanding variable compensation components on a case-by-case basis in the event of termination of a Board of Executive Directors contract, irrespective of the originally agreed due dates. Upon resignation, a member of the Board of Executive Directors is no longer responsible for the success or failure of the operating business. We also consider it necessary to decide on the amount of a severance payment and compensation payment depending on the individual case and in compliance with the respective contractual provisions.

Kassel, in December 2020"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

March 2020

“We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette will be complied with in 2020 as follows:

In the period from January 1, 2020 to March 20, 2020 in the version of February 7, 2017, in its entirety

and

from March 20, 2020 as amended on December 16, 2019 with the exception of recommendations G.10 sentences 1 and 2 (granting of long-term variable remuneration amounts largely invested in shares and acces to granted long-term variable remuneration components), G.12 (disbursement of any remaining variable remuneration components) and G.13 sentence 2 (taking severance payments into account in the calculation of any compensation payments).

As of January 1, 2018, the Supervisory Board introduced a new Board of Executive Directors compensation system in conjunction with a change in the long-term incentive programs. Since we believe that long-term incentive programs require a certain duration and stability, there are no plans to fundamentally change the long-term incentive program in force since January 1, 2018, when the new recommendations of the Code of December 16, 2019 come into force. However, in view of the relevance and urgency of this issue, we have shifted the focus of variable compensation to sustainability targets with effect from January 1, 2020. We also consider it necessary to be able to decide on the modalities of payment of outstanding variable compensation components on a case-by-case basis in the event of termination of a Board of Executive Directors contract, irrespective of the originally agreed due dates. Upon resignation, a member of the Board of Executive Directors is no longer responsible for the success or failure of the operating business. We also consider it necessary to decide on the amount of a severance payment and compensation payment depending on the individual case and in compliance with the respective contractual provisions.

Kassel, March 20, 2020"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2019

“We declare that the recommendations of the Government Commission on the German Corporate Governance Code in the version dated 7 February 2017, published by the Federal Ministry of Justice in the official section of the Federal Gazette were fully complied with in 2019 and will be fully complied with in 2020.

Kassel, December 2019"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2018

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette were complied with as follows in 2018 and will be complied with as follows in 2019:

In the period from January 1, 2018 to March 14, 2018, with the exception of the recommendations in Sections 5.1.2 Paragraph 2 Sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 2 (determination of an age limit for members of the Supervisory Board as well as a standard length of service on the Supervisory Board)

and

in full from March 14, 2018.

On March 14, 2018, we resolved to introduce age limits for members of the Board of Executive Directors and the Supervisory Board, as well as a standard limit on the length of service on the Supervisory Board. In the past, we did not consider age limits for members of the Board of Executive Directors and the Supervisory Board as well as standard limits for the length of service on the Supervisory Board to be either necessary or expedient, since the suitability to exercise the respective executive function does not end per se upon reaching a certain age or a certain length of service, but is solely dependent on the respective individual abilities. With the introduction of age limits for members of the Board of Executive Directors and the Supervisory Board, as well as a standard limit for the length of service on the Supervisory Board, we have now complied with a general development.

Kassel, December 2018"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

March 2018

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette were complied with in 2017 as follows:

In the version dated May 5, 2015 for the period from January 1, 2017 to April 24, 2017 with the exception of the recommendations in Sections 5.1.2 Paragraph 2 Sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (determination of an age limit for members of the Supervisory Board)

and

in the version dated February 7, 2017, for the period from April 24, 2017 to December 31, 2017, with the exception of the recommendations in Sections 4.2.3 Paragraph 2 Sentence 3 (Variable remuneration components with a multi-year, essentially future-related basis of assessment), 5.1.2 Paragraph 2 Sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 2 (determination of an age limit for members of the Supervisory Board and a standard length of service on the Supervisory Board).

In 2018, the recommendations of the Government Commission on the German Corporate Governance Code in the version dated February 7, 2017 published by the Federal Ministry of Justice in the official section of the Federal Gazette will be complied with as follows:

In the period from January 1, 2018 to March 14, 2018 with the exception of the recommendations in Sections 5.1.2 Paragraph 2 Sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 2 (determination of an age limit for members of the Supervisory Board as well as a standard length of service on the Supervisory Board)

and

in full from March 14, 2018.

On March 14, 2018, we resolved to introduce age limits for members of the Board of Executive Directors and the Supervisory Board, as well as a standard limit on the length of service on the Supervisory Board. In the past, we did not consider age limits for members of the Board of Executive Directors and the Supervisory Board as well as standard limits for the length of service on the Supervisory Board to be either necessary or expedient, since the suitability to exercise the respective executive function does not end per se upon reaching a certain age or a certain length of service, but is solely dependent on the respective individual abilities. With the introduction of age limits for members of the Board of Executive Directors and the Supervisory Board, as well as a standard limit for the length of service on the Supervisory Board, we have now complied with a general development.

The compensation system for the Board of Executive Directors was not changed in 2017, so that it no longer complied with the new recommendation in Section 4.2.3 Paragraph 2 Sentence 3 as of April 24, 2017. The recommendation will be complied with in 2018 by an adjustment as of January 1, 2018.

Kassel, March 14, 2018"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2017

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette were complied with in 2017 as follows:

in the version dated 5 May 2015 for the period from 1 January 2017 to 24 April 2017, with the exception of the recommendations in Sections 5.1.2 Paragraph 2 Sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (determination of an age limit for members of the Supervisory Board)

and

in the version dated February 7, 2017, for the period from April 24, 2017 to December 31, 2017, with the exception of the recommendations in Sections 4.2.3 Paragraph 2 Sentence 3 (Variable remuneration components with a multi-year, essentially future-related basis of assessment), 5.1.2 Paragraph 2 Sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 2 (determination of an age limit for members of the Supervisory Board and a standard length of service on the Supervisory Board).

In 2018, the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette in the version dated February 7, 2017 will be complied with the exception of the recommendations of Sections 5.1.2 Paragraph 2 Sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 2 (determination of an age limit for members of the Supervisory Board as well as a standard length of service on the Supervisory Board).

We do not consider it necessary or expedient to set rigid age limits for members of the Board of Executive Directors and the Supervisory Board or regulatory limits for the length of service on the Supervisory Board, since the suitability to exercise the respective executive function does not end per se with the attainment of a certain age or a certain length of service, but is solely dependent on the respective individual abilities. Also in view of demographic developments, age limits in particular are in conflict with the general interest of the Company to fill its executive bodies in the best possible way.

The compensation system for the Board of Executive Directors was not changed in 2017, so that it no longer complied with the new recommendation in Section 4.2.3 Paragraph 2 Sentence 3 as of April 24, 2017. The recommendation will be complied with in 2018 by an adjustment as of January 1, 2018.

Kassel, December 2017"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2016

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette in the version dated May 5, 2015 have been or will be complied with in 2016 with the exception of the recommendations of Sections 5.1.2 Paragraph 2 Sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (determination of an age limit for members of the Supervisory Board as well as a standard length of service on the Supervisory Board). We do not consider it necessary or expedient to set rigid age limits for members of the Board of Executive Directors and the Supervisory Board or standard limits for the length of service on the Supervisory Board, as the suitability to exercise the respective executive function does not end per se upon reaching a certain age or a certain length of service, but is solely dependent on the respective individual abilities. Also in view of demographic developments, age limits in particular are in conflict with the general interest of the Company to fill its executive bodies in the best possible way.

Kassel, December 2016"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2015

"We hereby declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette in the version dated June 24, 2014, with the exception of the recommendations of Clauses 5.1.2, Paragraph 2, Sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4. of the German Corporate Governance Code, as amended on June 24, 2014, have been complied with.1 (2) sentence 1 (determination of an age limit for Supervisory Board members) was complied with in 2015 and the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette in the version dated May 5, 2015 will be complied with in 2016, with the exception of the recommendations of 5.1.2 (2) sentence 3 (determination of an age limit for members of the Board of Executive Directors) and 5.4.1 (2) sentence 1 (determination of an age limit for members of the Supervisory Board and a standard length of service on the Supervisory Board). We do not consider the setting of rigid age limits for members of the Board of Executive Directors and the Supervisory Board as well as for the length of service on the Supervisory Board to be either necessary or expedient, as the suitability to exercise the respective executive function does not per se end with the attainment of a certain age or a certain length of service, but is solely dependent on the respective individual abilities. Also in view of demographic developments, age limits in particular are in conflict with the general interest of the Company to fill its executive bodies in the best possible way.

Kassel, December 2015"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2014

“We declare that the recommendations of the Government Commission German Corporate Governance Code amended on May 13, 2013 and published by the German Ministry of Justice in the official section of the German Federal Gazette, were complied with in 2014 with the exception of the recommendations of Clause 5.1.2 Paragraph 2 Sentence 3 (Determination of an age limit for the members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (to the extent that an age limit is to be determined for Supervisory Board members) and that the recommendations of the Government Commission German Corporate Governance Code amended on June 24, 2014 and published by the German Ministry of Justice in the official section of the German Federal Gazette, will be complied with in 2015 with the same exceptions.

We do not believe that it is necessary or practical to establish strict age limits for the members of the Board of Executive Directors and the Supervisory Board since the ability to carry out the work of the respective corporate responsibility area does not necessarily end by a certain age, but depends solely on the respective individual skills. Particularly also in light of the demographic development, age limits are in conflict with the general interest of the company which is to fill the positions in its corporate boards the best possible way.

Kassel, December 2014“

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2013

“We declare that the recommendations of the Government Commission German Corporate Governance Code amended on June 15, 2012 and published by the German Ministry of Justice in the official section of the German Federal Gazette, were complied with in 2013 with the exception of the recommendations of Clause 5.1.2 Paragraph 2 Sentence 3 (Determination of an age limit for the members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (to the extent that an age limit is to be determined for Supervisory Board members) and that the recommendations of the Government Commission German Corporate Governance Code amended on May 13, 2013 and published by the German Ministry of Justice in the official section of the German Federal Gazette, will be complied with in 2014 with the same exceptions.

We do not believe that it is necessary or practical to establish strict age limits for the members of the Board of Executive Directors and the Supervisory Board since the ability to carry out the work of the respective corporate responsibility area does not necessarily end by a certain age, but depends solely on the respective individual skills. Particularly also in light of the demographic development, age limits are in conflict with the general interest of the company which is to fill the positions in its corporate boards the best possible way.

Kassel, December 2013“

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2012

"We declare that the recommendations of the Government Commission German Corporate Governance Code (as amended on 26 May 2010), published by the German Ministry of Justice in the official part of the German Federal Gazette, were complied with in 2012 except for the recommendation in item 5.4.6 paragraph 2. The company believes that an exclusively fixed remuneration of the Supervisory Board members is better suited than a remuneration form that also contains a variable portion to take the general advisory and control duties of the Supervisory Board, which exist irrespective of the success of the business, into account.*

We furthermore declare that the recommendations of the Government Commission German Corporate Governance Code (as amended on 15 May 2012), published by the German Ministry of Justice in the official partof the German Federal Gazette on 15 June 2012, will be complied with in 2013 except for the recommendations in item 5.1.2 paragraph 2 sentence 3 (Determination of an age limit for the members of the Board of Executive Directors) and 5.4.1 paragraph 2 sentence 1 (to the extent that an age limit is to be determined for Supervisory Board members). We do not believe that it is necessary or practicable to determine strict age limits for the members of the Board of Executive Directors and Supervisory Board, since the ability to carry out the work of the respective corporate body does not necessary end when a certain age is reached, but depends solely on the respective individual. Also considering particularly the demographic developments, age limits therefore conflict with the general interest of the company to staff its corporate bodies in the best possible way.

Kassel, in December 2012"

* the previous recommendation in item 5.4.6 paragraph 2 of the German Corporate Governance Code, according to which the remuneration of the Supervisory Board members should contain a variable portion is no longer included in the version amended on 15 May 2012.

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

June 2012

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the German Ministry of Justice in the official section of the electronic Federal Gazette (as amended on 26 May 2010) are complied with in 2012 except for the recommendation in item 5.4.6 paragraph 2. The Company considers that an exclusively fixed remuneration of the members of the Supervisory Board better takes account of the consulting and supervising functions of the Supervisory Board, which generally exist independently of the success of the Company, than a form of remuneration, which also includes a variable component.

Kassel, June 2012"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2011

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the German Ministry of Justice in the official section of the electronic Federal Gazette (as amended on 26 May 2010) were complied with in 2011 and will be complied with in 2012.

Except that merely item 5.4.6 of the Code is not complied with to the full extend to date: for the Supervisory Board's audit committee, the chairmanship and membership are taken into account for remuneration purposes; for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

Kassel, December 2011"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2010

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the German Ministry of Justice in the official section of the electronic Federal Gazette were complied with in 2010 and will be complied with in 2011, in each case subject to the following:

1. 2010

The recommendations of the German Corporate Governance Code, as amended on 18 June 2009, were complied with in 2010, except that merely for the supervisory board's audit committee, the chairmanship and membership are taken into account for remuneration purposes (Clause 5.4.6 of the Code); for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

2. 2011

The recommendations of the German Corporate Governance Code, as amended on 26 May 2010, will be complied with in 2011, except that merely for the supervisory board's audit committee, the chairmanship and membership are taken into account for remuneration purposes (Clause 5.4.6 of the Code); for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

Kassel, December 2010"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2009

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the German Ministry of Justice in the official section of the electronic Federal Gazette were complied with in 2009 and will be complied with in 2010, in each case subject to the following:

1. 2009

The recommendations of the German Corporate Governance Code, as amended on 6 June 2008, were complied with in 2009, except that merely for the supervisory board's audit committee, the chairmanship and membership are taken into account for remuneration purposes (Clause 5.4.6 of the Code); for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

2. 2010

The recommendations of the German Corporate Governance Code, as amended on 18 June 2009, will be complied with in 2010, except that merely for the supervisory board's audit committee, the chairmanship and membership are taken into account for remuneration purposes (Clause 5.4.6 of the Code); for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

Kassel, December 2009"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2008

"We declare that the recommendations which were made by the Government Commission on the German Corporate Governance Code and published by the Federal Minister of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) were complied with in 2007 and will be complied with in 2008:

1. 2008

The recommendations contained in the German Corporate Governance Code in the new version of 14 June 2007, have been complied with in 2008 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.7); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.

2. 2009

The recommendations contained in the German Corporate Governance Code in the new version of 6 June 2008, will be complied with in 2009 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.6); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.

Kassel, December 2008"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2007

"We declare that the recommendations which were made by the Government Commission on the German Corporate Governance Code and published by the Federal Minister of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) were complied with in 2007 and will be complied with in 2008:

1. 2007

The recommendations contained in the German Corporate Governance Code in the new version of 12 June 2006, have been complied with in 2007 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.7); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.

2. 2008

The recommendations contained in the German Corporate Governance Code in the new version of 14 June 2007, will be complied with in 2008 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.7); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.

Kassel, December 2007"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2006

"We declare pursuant to Section 161 of the German Stock Corporation Act (AktG) that the recommendations which were made by the Government Commission on the German Corporate Governance Code and published by the Federal Minister of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) were complied with in 2006 and will be complied with in 2007:

2006

The recommendations made by the Government Commission on the German Corporate Governance Code in the version of 2 June 2005 have been complied in 2006 with the following exceptions:

According to Code item 5.4.7, remuneration should take account of chairmanship and membership of Supervisory Board committees. In addition to payment of an attendance allowance, this has been taken into account for the audit committee. No remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.
The remuneration paid to members of the Board of Executive Directors and the Supervisory Board is not - contrary to the recommendations in items 4.2.4 and 5.4.7 - disclosed on an individualized basis. The total remuneration received by the Board of Executive Directors and the Supervisory Board has been broken down into fixed and variable components, with additional details provided of option rights for the Board of Executive Directors.

2007

The recommendations contained in the German Corporate Governance Code in the new version of 12 June 2006, will be complied with in 2007 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.7); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.

Kassel, December 2006"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

March 2006

"We declare pursuant to Section 161 of the German Stock Corporation Act (AktG) that the recommendations which were made by the Government Commission on the German Corporate Governance Code and published by the Federal Minister of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) were complied with in 2005 and will be complied with in 2006:

At its meeting on 16 March 2005, the Supervisory Board appointed an Audit Committee for the first time and thus took account of the recommendation contained in Code item 5.3.2. The other recommendations contained in the German Corporate Governance Code in the version of 21 May 2003 were complied with in 2005 with the following exceptions:

1. According to Code item 5.4.5, remuneration should take account of chairmanship and membership of Supervisory Board committees. In addition to payment of an attendance allowance, this has been taken into account for the audit committee. No remuneration in addition to the separate attendance allowance is envisaged for membership and chairmanship in the remaining committees.
2. The remuneration paid to members of the Board of Executive Directors and the Supervisory Board is not - contrary to the recommendations in items 4.2.4 and 5.4.5 - disclosed on an individualized basis. The total remuneration received by the Board of Executive Directors and the Supervisory Board has been broken down into fixed and variable components, with additional details provided of option rights for the Board of Executive Directors. Given the structure and appropriateness of the total amount of remuneration, its individualization would not yield any additional information.
In future, the recommendations contained in the German Corporate Governance Code in the new version of 2 June 2005, will be complied with except for the following:

1. Chairmanship and membership of Supervisory Board committees will be taken into account in remuneration as has been the case hitherto (see above 1a; Code item 5.4.7).
2. Details of the remuneration received by members of the Board of Executive Directors and the Supervisory Board will be published in 2006 as has been the case hitherto (see above 1b; Code items 4.2.4 and 5.4.7).

Kassel, March 2006"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

June 2005

The recommendations made by the Government Commission on the German Corporate Governance Code have been complied with one exception. Those figures contained in the notes to the consolidated financial statements that relate to the remuneration received by members of the Board of Executive Directors and the Supervisory Board are not individualized (Code items 4.2.4 and 5.4.5, paragraph 3).

The total remuneration received by the Board of Executive Directors and the Supervisory Board is in each case already broken down into fixed and variable components, with details provided of option rights for the Board of Executive Directors. Given the structure and reasonable character of the total amount of remuneration, its individualization would not yield any additional information.

Kassel, June 2005

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

March 2005

The recommendations made by the Government Commission on the German Corporate Governance Code have been complied with in 2004 and will be complied with in 2005 with the following exceptions:

Those figures contained in the notes to the consolidated financial statements that relate to the remuneration received by members of the Board of Executive Directors and the Supervisory Board are not individualized (Code items 4.2.4 and 5.4.5, paragraph 3).
Chairmanship and membership of Supervisory Board committees have not attracted separate remuneration so far. (Code item 5.4.5, paragraph 1, sentence 3).

The consolidated financial statements and interim reports will be prepared under observance of internationally recognised accounting principles (IFRSs) for the first time in relation to financial year 2005 (Code item 7.1.1, sentence 2). In the light of the legal uncertainty that still surrounds the treatment of certain company peculiarities, an earlier date was not advisable.

In March 2005, the Supervisory Board has appointed an audit committee. (Code item 5.3.2)

Kassel, March 2005

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

March 2004

The recommendations made by the Government Commission on the German Corporate Governance Code have been complied with and will be complied with in 2004 with the following exceptions:

Those figures contained in the notes to the consolidated financial statements that relate to the remuneration received by members of the Board of Executive Directors and the Supervisory Board are not individualized (Code items 4.2.4 and 5.4.5, paragraph 3).
The Supervisory Board has not appointed an audit committee (Code item 5.3.2).
Chairmanship and membership of Supervisory Board committees does not attract separate remuneration (Code item 5.4.5, paragraph 1, sentence 3).
The consolidated financial statements and interim reports will be prepared under observance of internationally recognized accounting principles (IFRS) for the first time in relation to financial year 2005 (Code item 7.1.1, sentence 2).

Kassel, March 2004

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

March 2003

"K+S Aktiengesellschaft has complied and is complying in 2003 with the recommendations of the Government Commission on the German Corporate Governance Code with the following exceptions:

The Supervisory Board has not set up an Audit Committee (Code item 5.3.2).
The Chair and membership positions in committees are not remunerated separately (Code item 5.4.5 paragraph 1 sentence 3).
The Consolidated Financial Statements and interim reports will be prepared under observance of internationally recognised accounting principles (IAS) for the first time for the fiscal year 2004 or 2005 (Code item 7.1.1 sentence 2).

Kassel, March 2003"

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors

2002

K+S Aktiengesellschaft is complying with the recommendations of the Government Commission on the German Corporate Governance Code with the following exceptions:

The Supervisory Board has not set up an Audit Committee (Code item 5.3.2).
The Chair and membership positions in committees are not remunerated separately (Code item 5.4.5 paragraph 1 sentence 3).
The Consolidated Financial Statements and interim reports will be prepared under observance of internationally recognised accounting principles (IAS) for the first time for the fiscal year 2004 or 2005 (Code item 7.1.1 sentence 2).

Kassel, December 2002

K+S Aktiengesellschaft

The Supervisory Board The Board of Executive Directors